Johnson Matthey : Proxy Form 2024

Johnson Matthey Plc

Attendance Card for Ordinary Shareholders for the Annual General Meeting

To be held at Herbert Smith Freehills, Exchange House, Primrose Street, London EC2A 2EG on Thursday 18th July 2024 at 11.00 am.

If you wish to attend the meeting, please sign this card and, on arrival, hand it to the company's registrar. This will facilitate entry to the meeting.

Signed

Johnson Matthey: Proxy Form 2024

For use at the Annual General Meeting 2024 (AGM) on Thursday 18th July 2024

I/We the undersigned, being (a) holder(s) of shares in the above-named company, hereby appoint the Chair of the AGM or (see note 1 overleaf)

1176-0073

Please leave this box blank if you have appointed the Chair. Do not insert your own name(s).

(see note 2 overleaf)

as my/our proxy to exercise all or any of my/our rights to attend, speak and to vote for me/us in respect of my/our voting entitlement and on my/our behalf at the AGM of the company to be held on Thursday 18th July 2024 at 11.00 am, and at any adjournment thereof, on the resolutions set out in the Notice of Annual General Meeting 2024 (Notice). I/We wish my/our proxy to vote as indicated on this form. I/We direct further that my/our proxy will vote (or abstain from voting) as they think fit in their sole discretion on any of the resolutions on which I/we do not give a direction and on any other matter which may properly come before the meeting or any adjournment thereof.

  Please tick here if this proxy appointment is one of multiple appointments being made (see note 3 overleaf).

Please indicate with an 'X' in the appropriate boxes how you wish your votes to be cast (see note 5 overleaf).

Vote

For Against Withheld

1. To receive the company's accounts for the year ended 31st March 2024
2. To approve the directors' remuneration report for the year ended 31st March 2024
3. To declare a final dividend of 55 pence per ordinary share

4. To re-elect Liam Condon as a director

5. To re-elect Rita Forst as a director

6. To re-elect Jane Griffiths as a director

7. To re-elect Barbara Jeremiah as a director

8. To re-elect Xiaozhi Liu as a director

9. To re-elect John O'Higgins as a director 10. To re-elect Stephen Oxley as a director

11. To re-elect Patrick Thomas as a director

12. To re-elect Doug Webb as a director

Vote

For Against Withheld

13. To re-appoint PricewaterhouseCoopers LLP as auditor

1. To authorise the Audit Committee to determine the auditor's remuneration
2. To authorise the company and its subsidiaries to make political donations and incur political expenditure within certain limits

16. To authorise the directors to allot shares

1. To disapply the statutory pre-emption rights attaching to shares*
2. To disapply the statutory pre-emption rights attaching to shares in connection with an acquisition or other capital investment*
3. To authorise the company to make market purchases of its own shares*
4. To authorise the company to call general meetings, other than annual general meetings, on not less than
   14 clear days' notice*

• Special Resolutions

Date

2024

Signature

Please refer to note 6 overleaf for details of how to return this Proxy Form.

Shareholder Reference Number

Finding the venue

The map below illustrates the location of the main entrance of the venue at Herbert Smith Freehills, Exchange House, Primrose Street, London EC2A 2EG

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A webcast and telephone conference will be provided to ensure those who cannot attend in person can still listen, watch and ask questions in real time. Details of how to join are included in the important notes in the Notice. Our webcast and telephone conference will not have a voting facility, so it is important that you cast your vote ahead of the meeting if you do not plan to attend in person.

Your vote is important to us and all shareholders are strongly encouraged to exercise their votes by submitting their proxy form(s) either electronically or by post, as this will ensure that your vote is counted if you (or another proxy you appoint) are unable to attend on the day.

We will provide any updates in relation to our AGM on our website at matthey.com and where appropriate, by Regulatory Information Service announcement.

Notes for completion of Proxy Form

1. A member entitled to attend and vote at the meeting convened by the Notice is entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the meeting.
2. If the proxy is being appointed in relation to less than your full voting entitlement, please enter the number of shares over which they are authorised to act as your proxy in the box next to the proxy's name. If this box is left blank your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this Proxy Form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).
3. A member can appoint more than one proxy in relation to the meeting, provided that each proxy is appointed to exercise the rights attaching to different shares held by that member. To appoint more than one proxy, you must complete a separate Proxy Form for each proxy unless you are appointing the proxies electronically, in which case please refer to note 6. Additional Proxy Form(s) may be obtained by contacting the company's registrar, Equiniti, or you may photocopy this form. Equiniti's contact details can be found on page 11 of the Notice. Please indicate in the box next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. If returned by post, all forms must be signed and returned together in the same envelope addressed to Equiniti, FREEPOST RTHJ-CLLL-KBKU, Aspect House, Spencer Road, Lancing, West Sussex, BN99 8LU.
4. Any alteration made to this Proxy Form should be initialled by the person signing it.

1. If you do not indicate how you wish your proxy to use your vote on any particular matter, the proxy will exercise their sole discretion both as to how they vote and whether or not they abstain from voting, as they will on any other matter arising at the meeting.
2. To be valid Proxy Forms must be returned by one of the following methods:
3. • in hard copy form by post or by hand, to the offices of the company's registrar, Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA not later than 11.00 am on Tuesday 16th July 2024; or
   • by electronic submission at shareview.co.uk by creating an online portfolio using your Shareholder Reference Number shown overleaf; or
   • in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out in the Notice and the CREST Manual on the Euroclear website (euroclear.com); or
   • institutional investors may also be able to appoint a proxy electronically via the Proxymity platform - please go to proxymity.io. Further details are set out in the Notice.
4. The 'Vote Withheld' option is to enable you to abstain from any of the specified resolutions. A 'Vote Withheld' has no legal effect and will count neither for nor against a resolution.
5. In the case of joint holders, this Proxy Form may be signed by any of the holders but, if more than one holder votes, the vote of the first named on the Register of Members will be accepted to the exclusion of the votes of the other joint holder(s).
6. In the case of a corporation, this Proxy Form must be executed under its common seal or under the hand of a duly authorised officer or other person duly authorised for that purpose. In the case of an individual, this Proxy Form must be signed by the appointer or the appointer's agent, duly authorised in writing.